Common use of Optional Redemption for Taxation Reasons Clause in Contracts

Optional Redemption for Taxation Reasons. The Company may redeem the Notes at its option in whole, but not in part, at any time, giving not less than 30 nor more than 60 days’ written notice (which will be irrevocable) to the Trustee and, if required by the applicable laws and regulations, as interpreted by the CNV and/or any other applicable authorities, to the CNV, in writing, at the principal amount thereof, together with any accrued but unpaid interest and any Additional Amounts to the date fixed for redemption if, as a result of any change in, or amendment to, the laws (or any regulations or rulings issued thereunder) of Argentina or any political subdivision of or any taxing authority in Argentina or any change in the application, administration or official interpretation of such laws, regulations or rulings, including, without limitation, the holding of a court of competent jurisdiction, the Company has or will become obligated to pay Additional Amounts on or in respect of such Notes, which change or amendment becomes effective on or after the date of issuance of the Notes, and the Company determines in good faith that such obligation cannot be avoided by the Company taking commercially reasonable measures available to it; it being understood that commercially reasonable measures shall not include any change in the Company’s jurisdiction of incorporation or organization or location of the Company’s principal executive office or registered office. Prior to the distribution of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officer’s Certificate stating that the Company has or will become obligated to pay Additional Amounts as a result of such change or amendment, and that such obligation cannot be avoided by the Company taking reasonable measures available to it. The Company will also deliver an opinion of an independent legal counsel of recognized standing in Argentina stating that the Company would be obligated to pay Additional Amounts as a result of such change or amendment. The Trustee will be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent contained in the third preceding sentence, in which event they will be conclusive and binding on the Holders.

Optional Redemption for Taxation Reasons. (a) The Company Issuer or Successor Issuer (as defined below) may redeem the Notes at its option in whole, but not in part, at any time, time upon giving not less than 30 nor more than 60 days’ ' prior written notice to the Holders of the Notes (which notice will be irrevocable) ), with a copy to the Trustee and, if required by and the applicable laws and regulations, as interpreted by the CNV and/or any other applicable authorities, to the CNV, in writingPaying Agent, at a redemption price equal to 100% of the principal amount thereof, together with any accrued but and unpaid interest and any Additional Amounts interest, if any, to the date fixed for redemption if(a "Tax Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuer, a Successor Issuer or the relevant Guarantor determines in good faith that, as a result of of: (i) any change in, or amendment to, the laws law (or any regulations or rulings issued promulgated thereunder) of Argentina or any political subdivision of or any taxing authority in Argentina or a Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in in, or amendment to, or the introduction of, an official position regarding the application, administration or official interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, including, without limitation, the holding of judgment or order by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction (each of the foregoing in clauses (i) and (ii), a "Change in Tax Law"), the Company has Issuer, a Successor Issuer or will become obligated the relevant Guarantor is, or on the next interest payment date in respect of the Notes or a Note Guarantee would be, required to pay any Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement to pay Additional Amounts on cannot be made by the Issuer or in respect of such Notes, which change or amendment becomes effective on or after the date of issuance of the Notesanother Guarantor without giving rise to an obligation to pay Additional Amounts), and the Company determines in good faith that such obligation cannot be avoided by the Company taking commercially reasonable measures available to it; it being understood the Issuer, the Successor Issuer or the relevant Guarantor (including, for the avoidance of doubt, making payments through a different Paying Agent). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that commercially reasonable measures shall not include any change is a Relevant Taxing Jurisdiction at the Issue Date, such Change in Tax Law must be publicly announced and become effective on or after the Company’s Issue Date. In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction of incorporation that becomes a Relevant Taxing Jurisdiction after the Issue Date, such Change in Tax Law must be publicly announced and become effective on or organization or location after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the predecessor of the Company’s principal executive office Successor Issuer. No notice of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Issuer, a Successor Issuer or registered officethe relevant Guarantor would be obliged to make such payment of Additional Amounts if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the distribution publication or mailing of any notice of redemption of the Notes pursuant to this paragraphthe foregoing, the Company Issuer, Successor Issuer or relevant Guarantor will deliver to the Trustee (a) an Officer’s 's Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the Company conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an Opinion of Counsel of recognized standing to the effect that the Issuer, Successor Issuer or Guarantor has or have been or will become obligated to pay Additional Amounts as a result of such change or amendment, and that such obligation cannot be avoided by the Company taking reasonable measures available to it. The Company will also deliver an opinion of an independent legal counsel of recognized standing a Change in Argentina stating that the Company would be obligated to pay Additional Amounts as a result of such change or amendmentTax Law. The Trustee will be entitled to accept such certificate Officer's Certificate and opinion Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent contained in the third preceding sentencedescribed above, without further inquiry. (b) The foregoing will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein. (c) In the event they that the Issuer elects to redeem the Notes pursuant to the provisions set forth in Section 3.09(a), the Issuer shall deliver to the Trustee on Officer's Certificate stating that the Issuer is or will become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as described in this Section 3.09. (d) Any redemption pursuant to Section 3.09 shall be conclusive and binding made pursuant to the provisions of Section 3.01 through 3.06. Any notice to redeem the Notes pursuant to this Section 3.09 shall not be given earlier than 120 days prior to the earliest date on which the HoldersIssuer would be obligated to pay Additional Amounts in respect of the Notes.

Optional Redemption for Taxation Reasons. (a) The Company Issuer or Successor Issuer (as defined below) may redeem the Notes at its option in whole, but not in part, at any time, time upon giving not less than 30 10 nor more than 60 days’ ' prior written notice to the Holders of the Notes (which notice will be irrevocable) ), with a copy to the Trustee and, if required by and the applicable laws and regulations, as interpreted by the CNV and/or any other applicable authorities, to the CNV, in writingPaying Agent, at a redemption price equal to 100% of the principal amount thereof, together with any accrued but and unpaid interest and any Additional Amounts interest, if any, to the date fixed for redemption if(a "Tax Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuer, a Successor Issuer or the relevant Guarantor determines in good faith that, as a result of of: (i) any change in, or amendment to, the laws law (or any regulations or rulings issued promulgated thereunder) of Argentina or any political subdivision of or any taxing authority in Argentina or a Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in in, or amendment to, or the introduction of, an official position regarding the application, administration or official interpretation of such laws, treaties, regulations or rulingsrulings (including a holding, including, without limitation, the holding of judgment or order by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction (each of the foregoing in clauses (i) and (ii), a "Change in Tax Law"), the Company has Issuer, a Successor Issuer or will become obligated the relevant Guarantor is, or on the next interest payment date in respect of the Notes or a Note Guarantee would be, required to pay any Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement to pay Additional Amounts on cannot be made by the Issuer or in respect of such Notes, which change or amendment becomes effective on or after the date of issuance of the Notesanother Guarantor without giving rise to an obligation to pay Additional Amounts), and the Company determines in good faith that such obligation cannot be avoided by the Company taking commercially reasonable measures available to it; it being understood the Issuer, the Successor Issuer or the relevant Guarantor (including, for the avoidance of doubt, making payments through a different Paying Agent). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that commercially reasonable measures shall not include any change is a Relevant Taxing Jurisdiction at the Issue Date, such Change in Tax Law must be publicly announced and become effective on or after the Company’s Issue Date. In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction of incorporation that becomes a Relevant Taxing Jurisdiction after the Issue Date, such Change in Tax Law must be publicly announced and become effective on or organization or location after the date the jurisdiction becomes a Relevant Taxing Jurisdiction, unless the Change in Tax Law would have applied to the predecessor of the Company’s principal executive office Successor Issuer. No notice of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Issuer, a Successor Issuer or registered officethe relevant Guarantor would be obliged to make such payment of Additional Amounts if a payment in respect of the Notes were then due and (b) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the distribution publication or mailing of any notice of redemption of the Notes pursuant to this paragraphthe foregoing, the Company Issuer, Successor Issuer or relevant Guarantor will deliver to the Trustee (a) an Officer’s 's Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the Company conditions precedent to its right so to redeem have been satisfied and that it would not be able to avoid the obligation to pay Additional Amounts by taking reasonable measures available to it and (b) an Opinion of Counsel of recognized standing to the effect that the Issuer, Successor Issuer or Guarantor has or have been or will become obligated to pay Additional Amounts as a result of such change or amendment, and that such obligation cannot be avoided by the Company taking reasonable measures available to it. The Company will also deliver an opinion of an independent legal counsel of recognized standing a Change in Argentina stating that the Company would be obligated to pay Additional Amounts as a result of such change or amendmentTax Law. The Trustee will be entitled to accept such certificate Officer's Certificate and opinion Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent contained in the third preceding sentencedescribed above, without further inquiry. (b) The foregoing will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is incorporated or organized or any political subdivision or taxing authority or agency thereof or therein. (c) In the event they that the Issuer elects to redeem the Notes pursuant to the provisions set forth in Section 3.09(a), the Issuer shall deliver to the Trustee on Officer's Certificate stating that the Issuer is or will become obligated to pay Additional Amounts because of an amendment to or change in law or regulation or position as described in this Section 3.09. (d) Any redemption pursuant to Section 3.09 shall be conclusive and binding made pursuant to the provisions of Section 3.01 through 3.06. Any notice to redeem the Notes pursuant to this Section 3.09 shall not be given earlier than 120 days prior to the earliest date on which the HoldersIssuer would be obligated to pay Additional Amounts in respect of the Notes.